Clearinghouse Trading Partner Agreement - DHHR - State of West ...

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UNISYS CORPORATIONTRADING PARTNER AGREEMENT – CLEARINGHOUSEPlease read the entire agreement and provide your signature of acceptance on the final page of this document. Pleasemake a copy for yourself and mail the ENTIRE ORIGINAL agreement to:Unisys - TPAEDI Help DeskP.O. Box 625Charleston, WV 25322-0625This Electronic Trading Partner Agreement (hereinafter “Agreement”) is made by and between Unisys Corporation(“Unisys”)(Acting on behalf of the State of West Virginia, Bureau of Medical Services as Fiscal Agent), and______________________________________ (“Company”), a Clearinghouse.WHEREAS, Unisys performs certain claims processing and administrative services; and,WHEREAS, Company provides services including receiving information from a party and sending all or part of thatinformation to various other entities, or to the party, in standard and nonstandard formats; and,WHEREAS, the information Company and Unisys (collectively, the "Parties") desire to exchange by and throughelectronic communications, certain claims and billing information that may contain identifiable financial and/orprotected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996(“HIPAA”), 45 Code of Federal Regulations Parts 160-164, and applicable regulations that implement Title V of theGramm-Leach-Bliley Act, 15 U.S.C. § 6801, et seq. (the "GLB Regulations") now or as later amended; and,WHEREAS, the Parties agree to safeguard any and all PHI or other data received, transmitted or accessedelectronically to or from each other in accordance with HIPAA and the GLB Regulations, and desire to set forth inwriting their understanding with respect to these communications and the covenant of confidentiality and nondisclosureof PHI or other Data.NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good andvaluable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree as follows:I. DEFINITIONS.Clearinghouse - A public or private entity, including a billing service, repricing company, community healthmanagement information system or health information system, or “value-added” networks and switches, that: (1)process or facilitate the processing of health information received from another entity in a nonstandard format orcontaining nonstandard data content into a standard data element or a "Standard Transaction" as defined in Section II,below; (2) receive a Standard Transaction from another entity, and process or facilitate the processing of healthinformation into nonstandard format or nonstandard data content for the receiving entity, or (3) otherwise conductsany EDI transactions with Unisys.Companion Guides. - aka “Guide” here within the TPA. Companion Guide will be created to help assist submittersin their submission of claims to WV Medicaid.Data - Any information provided and/or made available by either of the Parties to the other, and includes, but is notlimited to enrollment and eligibility data, claims data, and PHI.Electronic Data Interchange ("EDI") Companion Guide - A technical user's manual provided to Company toassist Company and its clients in preparing and completing electronic data interchange. Unisys reserves the right torevise and update the EDI Reference Guide (“Guide”) in its sole discretion.Health and Human Services ("HHS") Privacy Standard Regulation - 45 Code of Federal Regulations ("CFR") atTitle 45, Parts 160 through 164.Health and Human Services ("HHS") Security Standard Regulation - 45 Code of Federal Regulations ("CFR") atTitle 45, Parts 160, 162 and 164.HHS Standard Transaction Regulation - 45 CFR Parts 160 and 162.Individual - The person who is the subject of the Data, as defined by 45 CFR § 164.501.Proprietary Data - Information used or created by Unisys in the conduct of its business activities that is not normallymade available to Unisys’ customers, competitors, or third parties, the disclosure of which will or may impair Unisys’competitive position or otherwise prejudice Unisys’ ongoing business. Company would not otherwise have access butfor its contractual relationship with Unisys.
II.INTRODUCTION.This Agreement authorizes the Parties to electronically exchange Data, including PHI, through a public or privatetelecommunications network using language and code sets authorized at 45 CFR § 160 et seq., in an efficient and costeffectivemanner without limiting the obligations of each party as set forth in this Agreement or imposed by applicablelaw, solely for the purposes set forth herein, in accordance with the terms "Standard” and “Transactions" as defined at45 CFR § 160.103 (hereinafter aggregated and referred to as “Standard Transactions”), the privacy standards describedand referenced below, and requirements for non-standard transactions (if applicable). Any Data, Proprietary Data or PHIexchanged under this Agreement is to be used and exchanged solely as authorized by HIPAA, and is further subject tothe terms and conditions set forth in this Agreement. Company acknowledges that coverage for any servicesfurnished by a Provider and electronically exchanged through this Agreement is subject to the terms and conditions ofthe individual’s benefit program, any participation agreement between Provider and Unisys, and Unisys’ policies andprocedures.III.TERM, TERMINATION and SUSPENSION.The term of this Agreement shall commence upon its execution. Company agrees that its ability to transmit, receive orotherwise electronically access Data will cease if Company or Unisys terminates this Agreement.Either party may terminate this Agreement without cause upon sixty- (60) days prior written notice or immediately byeither party for cause.This Agreement may immediately be terminated in the event of a material breach. A material breach shall include, butnot be limited to, breach of any substantive term(s) of this Agreement, fraud, abuse, and/or failure to protect PHI. Theterminating party may rescind notice of termination if the other party successfully cures the breach complained of tothe terminating party's satisfaction. Each party may also temporarily suspend electronic communications under thisAgreement to protect computer or data systems in cases of emergencies, or to perform maintenance. Each partyagrees to minimize the frequency and duration of these temporary suspensions. This Agreement shall automaticallyterminate in the event there is no electronic transaction activity for six (6) consecutive months.Any ambiguity in any term or condition of this Agreement shall be resolved in favor of a meaning that permits theparties to comply with HIPAA.IV.UNISYS OBLIGATIONS.A. ID(s) and Password(s) - Upon execution of this Agreement, Unisys will assign logon ID(s) and password(s) toCompany to allow Company to authenticate its identity and transmit data electronically for Providers and EmployerGroups identified in EDI Transaction Application.Unisys shall retain title to all logon ID(s) and password(s), and reserves the right to change any logon ID or password atany time, for any reason, or if required to do so by law, regulation, or court order.B. Data - The Data the Parties may exchange pursuant to this Agreement may change as a result of changes in law orregulation, or actions taken by an employer group in accordance with the terms and conditions of certain health carebenefits contracts, or changes made to those contracts. Unisys’ response to inquiries does not guarantee coverage.Acceptance by Unisys of the Data Company sends electronically, on any Provider or Employer Group’s behalf, does notconstitute guarantee of reimbursement.V. COMPANY OBLIGATIONS and AUTHORIZATIONS.A. Provision of Data - Company may provide Unisys Data electronically, including the minimum necessary PHI (see45 CFR § 164.502(b)) in accordance with the terms of the Agreement and the Guide. Company is solely responsible toensure that the Data it providesUnisys is correct.B. Logon ID and Password - Company agrees to protect Unisys' logon ID(s) and password(s) from compromise,release or discovery by any unauthorized person, and shall not disclose logon ID(s) and password(s) to any third partyin any manner. A breach of this provision shall be considered material. In the event a breach occurs, Company mustnotify Unisys immediately as set forth in the Guide. Company acknowledges and agrees that only Company personnelit designates shall be permitted to use the logon ID(s) and password and only within the scope of the approvedapplication. Company's use of logon ID(s) and password(s) constitutes an Electronic Signature that confirmsCompany’s willingness to remain bound by these terms and conditions and ratify any transaction conductedelectronically by Unisys. In the event logon ID(s) and/or password(s) are compromised, Clearinghouse shall beresponsible for such ramifications resulting from Clearinghouse’s failure to protect Unisys logon ID(s) and password(s).Unisys Clearinghouse Trading Partner Agreement rev. 3.8.2004 Page 2 of 6
Page 4 and 5: C. Company's Costs - Company shall
Page 6 and 7: XII.RECORDS AND AUDIT.The Company a

Clearinghouse Trading Partner Agreement - DHHR - State of West ...

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